Adobe and Macromedia
Adobe Systems Incorporated (Nasdaq: ADBE) has announced a definitive agreement to acquire Macromedia (Nasdaq: MACR) in an all-stock transaction valued at approximately $3.4 billion. Under the terms of the agreement, which has been approved by both boards of directors, Macromedia stockholders will receive, at a fixed exchange ratio, 0.69 shares of Adobe common stock for every share of Macromedia common stock in a tax-free exchange. Based on Adobe’s and Macromedia’s closing prices on Friday April 15, 2005, this represents a price of $41.86 per share of Macromedia common stock.

The combination of Adobe and Macromedia strengthens our mission of helping people and organizations communicate better. Through the combination of our powerful development, authoring and collaboration tools – and the complementary functionality of PDF and Flash – we have the opportunity to drive an industry-defining technology platform that delivers compelling, rich content and applications across a wide range of devices and operating systems.

By combining the passion and creativity of two leading-edge companies, we will continue driving innovations that are changing the ways people everywhere are experiencing and interacting with information.

Adobe is required to include the following legend on any communications that may be deemed to be offering or soliciting material under the applicable SEC rules and regulations:

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Adobe Systems Incorporated intends to file a registration statement on Form S-4, and Adobe and Macromedia, Inc. intend to file a related joint proxy statement/prospectus, in connection with the merger transaction involving Adobe and Macromedia. Investors and security holders are urged to read the registration statement on Form S-4 and the related joint proxy/prospectus when they become available because they will contain important information about the merger transaction. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Adobe by contacting Macromedia Investor Relations at 408-536-4416. Investors and security holders may obtain free copies of the documents filed with the SEC by Macromedia by contacting Macromedia Investor Relations at 415-252-2106.

Adobe, Macromedia and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Adobe and Macromedia in connection with the merger transaction. Information regarding the special interests of these directors and executive officers in the merger transaction will be included in the joint proxy statement/prospectus of Adobe and Macromedia described above. Additional information regarding the directors and executive officers of Adobe is also included in Adobe's proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on March 14, 2005. Additional information regarding the directors and executive officers of Macromedia is also included in Macromedia's proxy statement for its 2004 Annual Meeting of Stockholders, which was filed with the SEC on June 21, 2004 and Macromedia's proxy statement for a Special Meeting of Stockholders, which was filed with the SEC on October 6, 2004. These documents are available free of charge at the SEC's web site at www.sec.gov and from Investor Relations at Adobe and Macromedia as described above.

Adobe宣布以34亿美元收购Macromedia

【搜狐IT消息】Adobe系统公司今日正式宣布收购Macromedia，收购方式是通过股票来进行置换，价值为34亿美元。该交易将为客户提供更强大的创建、管理和发布内容的跨平台的解决方案。两个公司将共同会为更广大的客户提供更多需求，能够进入新兴的市场，尤其是移动和企业的市场。

“当今客户需要的是在内容出版领域整合的软件解决方案，从文本到图像以及视频和音频的管理。”ADOBE的首席执行官Bruce Chizen说，“通过合并，我们将同时拥有PDF和Flash，Adobe公司将有机会制定工业标准。”

根据协议条款，Macromedia的股东能够以1：0.69的比例获得Adobe的普通股，而且是免税的。根据4月15日的收盘价格，意味着Macromedia普通股的价格为41.86美元，交易结束后，Macromedia的股东将拥有新公司的18％的股份，这是基于试算之前计算。

在合并后的公司立，Chizen仍将担任CEO，而Shantanu Narayen 将继续担任COO和总裁，而Macromedia的CEO兼总裁Stephen Elop将担任国际运营的总裁，而 Murray Demo 将担任执行副总裁兼首席财务官，Dr. John Warnock and Dr. Charles Geschke将担任董事会联合董事长，而原Macromedia的董事长Rob Burgess将进入新公司的董事会。

Macromedia首席执行官兼总裁Stephen Elop表示，Adobe和Macromedia都是世界上非常有活力的应用和操作系统提供商，“我们的合并将给最前沿的平台内容和应用的创新注入强有力的动力。”